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Yahoo braces for Icahn fight

May 22, 2008: 7:18 PM ET

By Yi-Wyn Yen

Yahoo is preparing for a hot and heated summer. In anticipation of a proxy fight with billionaire activist Carl Icahn, the company has delayed its July 3 annual shareholder meeting by a few weeks.

Yahoo (YHOO), in a regulatory filing Thursday, urged its shareholders to vote against the ten-member alternate slate that Icahn proposed last week and to re-elect Yahoo's current directors. "Our board of directors unanimously recommends a vote for the election of all of the board's nominees," the filing stated, "...and urges you not to sign or return any proxy card sent to you by the Icahn entities."

Icahn bought 4% of Yahoo's shares and nominated himself and nine others to an alternate slate last week in an attempt to force a sale of Yahoo to Microsoft (MSFT), which withdrew its $47.5 billion offer earlier this month. Billionaire investors T. Boone Pickens and John Paulson have joined Icahn in the proxy fight to remove Yahoo's board.

Icahn isn't the only dissident. The filing noted that three other Yahoo shareholders have proposed candidates: Two nominated themselves and another submitted a full slate. The company said it doesn't believe that the three filed proxy materials by last week's deadline.

A Yahoo spokesman said the company is pushing back the meeting to give regulators more time to review the proxy materials. The company now plans to hold its annual meeting by the end of July.

In related news, Yahoo said Ed Kozel, chairman of video-sharing startup Skyrider and a former venture capitalist, resigned from its board. In a separate filing, Yahoo said Kozel, 52, wanted to leave in February but stayed on in light of Microsoft's unsolicited offer. Kozel, like his fellow Yahoo directors, voted against Microsoft's original offer, announced in February. Yahoo said it has no plans to replace Kozel, which will cut the size of its board to nine members.

Microsoft withdrew its higher $47.5 billion bid on May 3, but has reportedly signaled in recent days its interest in buying Yahoo's search business and hasn't ruled out a full-blown acquisition. While many Wall Street analysts believe that a Microsoft-Yahoo deal is inevitable, no one is certain how long that will take.

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